--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-002463" form_type: "8-K" ticker: null cik: "0001797336" company_name: "Ayala Pharmaceuticals, Inc." filed_at: "2023-01-25T23:59:59+00:00" generated_at: "2026-06-20T09:38:33.808112+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Ayala completes merger with Advaxis; becomes wholly-owned subsidiary; shares converted at 0.1874 ratio ## Summary - Merger closed Jan 19, 2023; each share of Ayala common stock converted into 0.1874 shares of Advaxis common stock. - Ayala becomes wholly-owned subsidiary of Advaxis; Ayala common stock to be delisted from Nasdaq. - Board of directors resigned; Ken Berlin appointed sole director and CEO, Andrew Gutierrez CMO, Igor Gitelman CFO. - ATM equity facility with Jefferies terminated effective ten trading days after Jan 13, 2023; no penalties. - Ayala to file Form 15 to suspend reporting obligations under Exchange Act. ## SEC filing metadata - accession: 0001493152-23-002463 - form_type: 8-K - cik: 0001797336 - company_name: Ayala Pharmaceuticals, Inc. - filed_at: 2023-01-25T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-002463 - JSON: https://secwatch.observer/filing/0001493152-23-002463.json - Plain text: https://secwatch.observer/filing/0001493152-23-002463.txt ## Key facts - Executive change Roni Mamluk resigned as director at Ayala Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky, M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of Ayala. evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Kenneth A. Berlin was appointed as President and Chief Executive Officer at Ayala Pharmaceuticals, Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: Kenneth A. Berlin was appointed President and Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Kenneth A. Berlin was appointed as director at Ayala Pharmaceuticals, Inc.. - Action: appointed - Role: director source text: Kenneth A. Berlin became the sole director of Ayala evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Murray A. Goldberg resigned as director at Ayala Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky, M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of Ayala. evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Vered Bisker-Leib resigned as director at Ayala Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky, M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of Ayala. evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Yossi Maimon departed as other_named_officer at Ayala Pharmaceuticals, Inc.. - Action: ceased source text: Immediately after the Effective Time, Roni Mamluk, Ph.D. and Yossi Maimon ceased to be officers of Ayala evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Igor Gitelman was appointed as Chief Financial Officer at Ayala Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Igor Gitelman was appointed Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Roni Mamluk departed as other_named_officer at Ayala Pharmaceuticals, Inc.. - Action: ceased source text: Immediately after the Effective Time, Roni Mamluk, Ph.D. and Yossi Maimon ceased to be officers of Ayala evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Robert Spiegel resigned as director at Ayala Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky, M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of Ayala. evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change Andrew A. Gutierrez was appointed as Chief Medical Officer at Ayala Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Medical Officer source text: Andrew A. Gutierrez, M.D., Ph.D., was appointed the Chief Medical Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - Executive change David Sidransky resigned as director at Ayala Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky, M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of Ayala. evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm - M&A Transactions Ayala Pharmaceuticals, Inc. underwent a change of control involving Advaxis, Inc. (closed 2023-01-19). - Action: change of control - Counterparty: Advaxis, Inc. - Closing: 2023-01-19 source text: On January 19, 2023 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Ayala, with Ayala continuing as the surviving company and a wholly-owned subsidiary of Advaxis (the “Merger”). evidence_url: https://www.sec.gov/Archives/edgar/data/1797336/000149315223002463/0001493152-23-002463-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.